NII HOLDINGS, INC. (NASDAQ:NIHD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) As previously disclosed by NII Holdings, Inc. (the Company), on
April 24, 2017, Francisco Valim stepped down as President of the
Companys Brazilian operating subsidiary, Nextel Telecomunicaes
Ltda. (Nextel Brazil).

In connection with Mr. Valims departure, Nextel Brazil has entered
into a Settlement, Release and Other Covenants Agreement (the
Settlement and Release Agreement) dated May 23, 2017 (the Execution
Date) with Mr. Valim. Under the Settlement and Release Agreement,
and subject to withholding taxes and applicable legal deductions,
Mr. Valim received R$7,087,838, or approximately $2,167,535, which
includes R$604,232.04, or approximately $184,780, of mandatory
legal severance. He also received his quarterly bonus of
R$1,200,000, or approximately $366,972, earned for the first
quarter of 2017. Mr. Valim is also eligible to receive R$7,087,837
if a binding agreement for a transaction that would result in a
direct or indirect change of control of Nextel Brazil, as defined
in the Settlement and Release Agreement, is entered into within one
year of the Execution Date, with this payment due within five days
of the closing of such transaction. Mr. Valim has agreed to twelve
months of non-competition and non-solicitation. U.S. Dollar amounts
included herein are for referential purposes only and are based on
a referential foreign currency exchange rate of 3.27 Brazilian
Reais to 1.00 U.S. Dollar.

The description of the Settlement and Release Agreement contained
in this Form 8-K is qualified in its entirety by reference to the
complete text of the Settlement and Release Agreement filed as
Exhibit 10.1 to this report and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 24, 2017, the Company held its Annual Meeting of
Stockholders, at which three proposals were submitted to and voted
by its stockholders. The final voting results are as follows:

1. Election of Directors. In an uncontested election, the following
nominees were elected, by majority vote, to the Board of Directors
for a one year term expiring in 2018. The following table reflects
the voting results:

2. Advisory Vote on Executive Compensation. The stockholders
advised against the compensation of the Company’s named executive
officers as disclosed in the Company’s proxy statement by the
following vote:

Given this result, the Board of Directors has directed management
to reach out to stockholders to obtain a better understanding of
their concerns on executive compensation, and the Board of
Directors will conduct a further review and analysis of
compensation plans for executive officers in light of those
discussions.

3. Auditor Ratification. The appointment of KPMG LLP as the
Company’s independent registered public accounting firm for 2017
was ratified by the following vote:

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

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Exhibit No. Description